Exhibit 4(a)
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THIRD AMENDMENT AGREEMENT
TO
Re: Note Agreements Dated as of December 15, 1995
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TABLE OF CONTENTS
SECTION HEADING PAGE
SECTION 1. OMNIBUS AMENDMENT...........................................................................1
SECTION 2. ADDITIONAL AMENDMENTS TO EXISTING NOTE AGREEMENTS...........................................1
Section 2.1. Amendment to Section 1.1...........................................................1
Section 2.2. Amendment to Section 2.1...........................................................2
Section 2.3. Amendment to Section 5.16..........................................................2
Section 2.4. Amendment to Section 5.17..........................................................3
Section 2.5. Exhibits and Schedules.............................................................3
SECTION 3. CONDITIONS PRECEDENT........................................................................4
SECTION 4. REPRESENTATIONS AND WARRANTIES..............................................................5
SECTION 5. MISCELLANEOUS...............................................................................6
Signatures........................................................................................................7
SCHEDULE I -- Name of Holders and Principal Amount of Notes
EXHIBIT A -- Form of Note
EXHIBIT B -- Opinion of Counsel for the Company
-i-
Dated as of
June 30, 2003
To each of the holders
listed in Schedule I to
this Third Amendment Agreement
Ladies and Gentlemen:
Reference is made to (i) the separate Note Agreements each dated as of
December 15, 1995 among Cleveland-Cliffs Inc, an Ohio Corporation (the
"Company"), and each of you, as amended by the First Amendment Agreement dated
as of December 15, 2002 and as further amended by the Second Amendment Agreement
dated as of March 14, 2003 (the "Existing Note Agreements" and, as amended
hereby, the "Note Agreements"), and (ii) the $55,000,000 aggregate principal
amount of 7.00% Senior Notes due December 15, 2005 of the Company (the "Existing
Notes" and, as amended hereby, the "Notes").
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company requests the amendment of certain
provisions of the Existing Note Agreements and the Existing Notes as hereinafter
provided.
Upon your acceptance hereof in the manner hereinafter provided and upon
satisfaction of all conditions to the effectiveness hereof and receipt by the
Company of similar acceptances from the holders of all of the Existing Notes,
this Third Amendment Agreement shall constitute a contract between us amending
the Existing Note Agreements and the Existing Notes, in each case, as of June
30, 2003, but only in the respects hereinafter set forth:
SECTION 1. OMNIBUS AMENDMENT.
All references in any and all of the Existing Note Agreements, the
Existing Notes and each other Financing Agreement to a maturity date applicable
to the Notes of "December 15, 2005" shall hereafter read "December 15, 2004" in
any and all instances where such maturity date appears. All written references
to the maturity date in effect prior to this Third Amendment Agreement shall be
and are hereby amended to incorporate the above-described new maturity date with
respect to the Notes. Upon the request of any holder of a Note, the Company
shall replace such holder's Note with a new Note substantially in the form of
Exhibit A attached hereto.
SECTION 2. ADDITIONAL AMENDMENTS TO EXISTING NOTE AGREEMENTS.
Section 2.1. Amendment to Section 1.1. Section 1.1 of the Existing Note
Agreements shall be and is hereby amended to delete the reference to "December
15, 2005" that appears in the first paragraph thereof and to insert in place
thereof "December 15, 2004."
Cleveland-Cliffs Inc. Third Amendment Agreement
Section 2.2. Amendment to Section 2.1. Section 2.1 of the Existing Note
Agreements shall be and is hereby amended in its entirety to read as follows:
"Section 2.1. Required Prepayments. (a) The Company will make
the following prepayments with respect to the outstanding principal
amount of the Notes: (i) on June 30, 2003, the Company will prepay
$5,000,000 principal amount of the Notes, (ii) on December 15, 2003,
the Company will prepay $15,000,000 principal amount of the Notes, and
(iii) on December 15, 2004, the Company will prepay $35,000,000
principal amount of the Notes (or such lesser principal amount as shall
then be outstanding). Each of the foregoing prepayments will be at par
and without payment of the Make-Whole Amount or any premium.
(b) Within five Business Days after receipt thereof, the
Company will make a prepayment of the principal amount of the Notes at
par and without payment of the Make-Whole-Amount or any premium with
any proceeds received by the Company from the Company's contingent
business interruption insurance policy and relating to the idling of
the Empire and Tilden mines on or after May 15, 2003 as a result of the
shutdown of Wisconsin Energy Corp.'s power plant.
Section 2.3. Amendment to Section 5.16. Section 5.16 of the Existing
Note Agreements shall be and is hereby amended in its entirety to read as
follows:
"Section 5.16. Minimum Consolidated EBITDA. The Company will
not permit, as of the end of each fiscal quarter described below,
Consolidated EBITDA for the respective period described below to be
less than the respective amounts set forth opposite such fiscal quarter
end in the following table:
FISCAL QUARTER END MINIMUM CONSOLIDATED EBITDA
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the four fiscal quarter period ending December 31, $7,000,000
2002
the fiscal quarter ending March 31, 2003 $0
the two fiscal quarter period ending June 30, 2003 $(25,000,000)
the three fiscal quarter period ending $(17,000,000)
September 30, 2003
the four fiscal quarter period ending December 31, $(2,000,000)
2003
the four fiscal quarter period ending March 31, $0
2004
the four fiscal quarter period ending June 30, 2004 $15,000,000
the four fiscal quarter period ending September $28,000,000
30, 2004
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Cleveland-Cliffs Inc. Third Amendment Agreement
Section 2.4. Amendment to Section 5.17. Section 5.17 of the Existing
Note Agreements shall be and is hereby amended in its entirety to read as
follows:
"Section 5.17 Consolidated EBITDAR. The Company will not
permit, as of the end of each fiscal quarter described below, the ratio
of Consolidated EBITDAR to Fixed Charges for the respective period
described below to be less than the respective amounts set forth
opposite such fiscal quarter end in the following table:
FISCAL QUARTER END MINIMUM RATIO
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the four fiscal quarter period ending .98 to 1.00
December 31, 2002
the fiscal quarter ending March 31, 2003 .90 to 1.00
the two fiscal quarter period ending Not Tested
June 30, 2003
the three fiscal quarter period ending .00 to 1.00
September 30, 2003
the four fiscal quarter period ending .75 to 1.00
December 31, 2003
the four fiscal quarter period ending .85 to 1.00
March 31, 2004
the four fiscal quarter period ending 1.40 to 1.00
June 30, 2004
the four fiscal quarter period ending 1.80 to 1.00
September 30, 2004
Section 2.5. Exhibit and Schedules. All exhibits and schedules hereto
shall be deemed to be exhibits and schedules of the same designation to the Note
Agreements.
SECTION 3. CONDITIONS PRECEDENT
Section 3.1. This Third Amendment Agreement shall not become effective
until, and shall become effective on, the Business Day when each of the
following conditions shall have been satisfied:
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Cleveland-Cliffs Inc. Third Amendment Agreement
(a) Each holder shall have received this Third Amendment
Agreement, duly executed by the Company.
(b) The Holders shall have consented to this Third Amendment
Agreement as evidenced by their execution thereof.
(c) The representations and warranties of the Company set
forth in Section 4 hereof shall be true and correct in all material
respects as of the date of the execution and delivery of this Third
Amendment Agreement.
(d) Any consents or approvals from any holder or holders of
any outstanding security of the Company or any Subsidiary and any
amendments of agreements pursuant to which any securities may have been
issued which shall be necessary to permit the consummation of the
transactions contemplated hereby shall have been obtained and all such
consents or amendments shall be reasonably satisfactory in form and
substance to the holders and their special counsel.
(e) Each holder shall have received such certificates of a
secretarial officer of the Company as it may reasonably request with
respect to this Third Amendment Agreement and the transactions
contemplated hereby.
(f) Each holder shall have received the opinion of counsel
for the Company covering the matters set forth in Exhibit B hereto and
such other matters incident to the transactions contemplated hereby as
the holders may reasonably request.
(g) The Company shall have paid the fees and disbursements of
the holders' special counsel, Chapman and Cutler, incurred in
connection with the negotiation, preparation, execution and delivery of
this Third Amendment Agreement and the transactions contemplated hereby
which fees and disbursements are reflected in the statement of such
special counsel delivered to the Company at the time of the execution
and delivery of this Third Amendment Agreement. Upon receipt of any
supplemental statement after the execution of this Third Amendment
Agreement, the Company will pay such additional fees and disbursements
of the holders' special counsel which were not reflected in its
accounting records as of the time of the delivery of the initial
statement of fees and disbursements.
(h) A Private Placement Number issued by Standard & Poor's
CUSIP Service Bureau in cooperation with the Securities Valuation
Office of the National Association of Insurance Commissioners shall
have been obtained for the Notes.
(i) The Company shall have prepaid, on a pro rata basis,
$5,000,000 aggregate principal amount of the Notes together with
accrued and unpaid interest on such principal amount to the date of
prepayment thereof.
(j) All corporate and other proceedings in connection with
the transactions contemplated by this Third Amendment Agreement and all
documents and instruments
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Cleveland-Cliffs Inc. Third Amendment Agreement
incident to such transactions shall be satisfactory to you and your
special counsel, and you and your special counsel shall have received
all such counterpart originals or certified or other copies of such
documents as you or they may reasonably request.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants that as of the date hereof
and as of the date of execution and delivery of this Third Amendment Agreement:
(a) Each Obligor is duly incorporated, validly existing and
in good standing under the laws of its state of incorporation.
(b) Each Obligor has the corporate power to own its property
and to carry on its business as now being conducted.
(c) Each Obligor is duly qualified and in good standing as a
foreign corporation authorized to do business in each jurisdiction in
which the failure to do so would, individually or in the aggregate,
have a material adverse effect on the business, condition (financial or
other), assets, operations, properties or prospects of such Obligor.
(d) This Third Amendment Agreement and all other Financing
Agreements and the transactions contemplated hereby are within the
corporate powers of each Obligor, have been duly authorized by all
necessary corporate action on the part of each Obligor and this Third
Amendment Agreement and all other Financing Agreements have been duly
executed and delivered by each Obligor and constitute legal, valid and
binding obligations of each Obligor enforceable in accordance with
their respective terms.
(e) The Company represents and warrants that there are no
Defaults or Events of Default under the Existing Note Agreements.
(f) The execution, delivery and performance of this Third
Amendment Agreement and all other Financing Agreements by each Obligor
does not and will not result in a violation of or default under (A) the
articles of incorporation or bylaws of such Obligor, (B) any material
agreement to which such Obligor is a party or by which it is bound or
to which such Obligor or any of its properties is subject, (C) any
material order, writ, injunction or decree binding on such Obligor, or
(D) any material statute, regulation, rule or other law applicable to
such Obligor.
(g) No authorization, consent, approval, exemption or action
by or notice to or filing with any court or administrative or
governmental body (other than periodic filings with regulatory
authorities, none of which are required to be filed as of the effective
date of this Third Amendment Agreement) is required in connection with
the execution and delivery of this Third Amendment Agreement or any
other Financing Agreements or the consummation of the transactions
contemplated thereby.
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Cleveland-Cliffs Inc. Third Amendment Agreement
(h) The Company has terminated the Credit Agreement dated as
of March 14, 2003 between the Company and Fifth Third Bank.
SECTION 5. MISCELLANEOUS.
Section 5.1. Except as amended herein, all terms and provisions of the
Existing Note Agreements, the Existing Notes and related agreements and
instruments are hereby ratified, confirmed and approved in all respects.
Section 5.2. Any and all notices, requests, certificates and other
instruments, including the Notes, may refer to any of the Financing Agreements
without making specific reference to this Third Amendment Agreement, but
nevertheless all such references shall be deemed to include this Third Amendment
Agreement unless the context shall otherwise require. Your acceptance hereof
will also constitute your agreement that prior to any sale, assignment,
transfer, pledge or other disposition by you of any Notes, you shall either (i)
impose on the Notes so to be disposed of an appropriate endorsement referring to
this Third Amendment Agreement as binding on the parties hereto and upon any and
all future holders of such Notes or (ii) at your option at any time, surrender
such Notes for new Notes of the same form and tenor as the Notes so surrendered
but revised to contain express textual reference to this Third Amendment
Agreement. All expenses for the preparation of such new Notes and the exchange
for such new Notes are to be borne by the Company.
Section 5.3. This Third Amendment Agreement and all covenants herein
contained shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereunder. All covenants made by the
Company herein shall survive the closing and the delivery of this Third
Amendment Agreement.
Section 5.4. This Third Amendment Agreement shall be governed by and
construed in accordance with Illinois law.
Section 5.5. The capitalized terms used in this Third Amendment
Agreement shall have the respective meanings specified in the Note Agreements
unless otherwise herein defined, or the context hereof shall otherwise require.
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Cleveland-Cliffs Inc. Third Amendment Agreement
The execution hereof by the holders shall constitute a contract among
the Company and the holders for the uses and purposes hereinabove set forth.
This Third Amendment Agreement may be executed in any number of counterparts,
each executed counterpart constituting an original but all together only one
agreement.
CLEVELAND-CLIFFS INC
By /s/ R. Emmet
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Robert Emmet, Treasurer
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Cleveland-Cliffs Inc. Third Amendment Agreement
The undersigned acknowledges receipt of that certain Third Amendment
Agreement to Note Purchase Agreements dated as of December 15, 1995 and for
itself, as a guarantor, consents to the terms thereof and reaffirms, ratifies
and conforms (i) in all respects each and every obligation and covenant made by
it in the Subsidiary Guarantee Agreement dated as of December 15, 2002, as
amended by the Subsidiary Guaranty Supplement dated as of March 17, 2003 by the
undersigned in favor of the Holders (the "Guaranty") and (ii) that the Guaranty
remains the legal, valid and binding obligation of the undersigned enforceable
against the undersigned in accordance with its terms.
"GUARANTORS"
CLEVELAND-CLIFFS ORE CORPORATION
THE CLEVELAND-CLIFFS IRON COMPANY
NORTHSHORE SALES COMPANY
WABUSH IRON CO. LIMITED
CLIFFS OIL SHALE CORP.
CLIFFS ERIE L.L.C.
CLIFFS MINING COMPANY
CLIFFS MINING SERVICES COMPANY
CLIFFS REDUCED IRON CORPORATION
CLIFFS REDUCED IRON MANAGEMENT COMPANY
IRONUNITS LLC
NORTHSHORE MINING COMPANY
SEIGNELAY RESOURCES, INC.
SILVER BAY POWER COMPANY
THE CLEVELAND-CLIFFS STEAMSHIP COMPANY
CLIFFS BIWABIK ORE CORPORATION
PICKANDS HIBBING CORPORATION
SYRACUSE MINING COMPANY
CLIFFS EMPIRE, INC.
CLIFFS IH EMPIRE, INC.
CLIFFS MARQUETTE, INC.
CLIFFS MC EMPIRE, INC.
CLIFFS TIOP, INC.
EMPIRE-CLIFFS PARTNERSHIP
By: CLIFFS EMPIRE, INC., its General Partner
MARQUETTE IRON MINING PARTNERSHIP
By: CLEVELAND-CLIFFS ORE CORPORATION, its
General Partner
WHEELING-PITTSBURGH/CLIFFS PARTNERSHIP
By: CLIFFS EMPIRE, INC., its General Partner
CLIFFS SYNFUEL CORP.
By: /s/ R. Emmet
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Name: Robert Emmet
Title: Treasurer
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Cleveland-Cliffs Inc. Third Amendment Agreement
LAKE SUPERIOR & ISHPEMING RAILROAD
COMPANY
LASCO DEVELOPMENT CORPORATION
By: /s/ R. Emmet
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Name: Robert Emmet
Title: Assistant Treasurer
REPUBLIC WETLANDS PRESERVE LLC
By: Marquette Iron Mining Partnership,
its sole member
By: The Cleveland-Cliffs Iron Company,
its manager
By: /s/ R. Emmet
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Name: Robert Emmet
Title: Treasurer
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
J. ROMEO & CO.
By /s/ R. Duffy
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Name: Raymond Duffy
Title: As Partner
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY
By: AIG Global Investment Corp., investment
adviser
By /s/ Sarah Helmich
--------------------------------------
Name: Sarah Helmich
Title: Vice President
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
RELIASTAR LIFE INSURANCE COMPANY
By: ING Investment Management LLC, as
Agent
By: /s/ James V. Wittich
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Name: James V. Wittich
Title: Senior Vice President
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
FIRST ALLMERICA FINANCIAL LIFE INSURANCE
COMPANY
By /s/ Scott C. Hyney
--------------------------------------------
Name: Scott C. Hyney
Title: Assistant Vice President
ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
By /s/ Scott C. Hyney
--------------------------------------------
Name: Scott C. Hyney
Title: Vice President
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
SUN LIFE ASSURANCE COMPANY OF CANADA
By /s/ J. N. Whelihan
--------------------------------------------
Name: John N. Whelihan
Title: Vice President, US. Private Placement
for President
By /s/ Ann C. King
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Name: Ann C. King
Title: Senior Counsel - For Secretary
SUN LIFE ASSURANCE COMPANY OF CANADA
(U.S.)
By /s/ J. N. Whelihan
--------------------------------------------
Name: John N. Whelihan
Title: Vice President, U.S. Private Placement
for President
By /s/ Ann C. King
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Name: Ann C. King
Title: Senior Counsel - For Secretary
CLARICA LIFE INSURANCE COMPANY (U.S. BRANCH)
By
--------------------------------------------
Name:
Title:
By
--------------------------------------------
Name:
Title:
* Sun Life Assurance Company of Canada is successor by amalgamation to Clarica
Life Insurance Company (U.S. Branch).
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
THE GREAT SOUTHERN LIFE INSURANCE CO.
By /s/ G. Hamilton
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Name: Greg Hamilton
Title: VP - Investments
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
THE UNION CENTRAL LIFE INSURANCE
COMPANY
By /s/ Gary R. Rodmaker
--------------------------------------------
Name: Gary R. Rodmaker
Title: Managing Director
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
PAN-AMERICAN LIFE INSURANCE COMPANY
By /s/ Luis Ingles
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Name: Luis Ingles
Title: Senior Vice President
Investments
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
STANDARD INSURANCE COMPANY
By /s/ Julie Grandstaff
--------------------------------------------
Name: Julie Grandstaff
Title: Assistant Vice President
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Cleveland-Cliffs Inc. Third Amendment Agreement
This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
WOODMEN ACCIDENT AND LIFE COMPANY
By /s/ Joseph J. Mick
--------------------------------------------
Name: Joseph J. Mick
Title: Senior Investment Analyst and
Assistant Treasurer
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OUTSTANDING PRINCIPAL AMOUNT
AND SERIES OF NOTES
NAME OF HOLDER HELD AS OF JUNE 29, 2003
J. ROMEO & CO. $7,857,143
J. ROMEO & CO. $3,142,857
J. ROMEO & CO. $ 785,714
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY $7,857,143
RELIASTAR LIFE INSURANCE COMPANY $7,464,286
FIRST ALLMERICA FINANCIAL LIFE INSURANCE $3,535,715
COMPANY
ALLMERICA FINANCIAL LIFE INSURANCE AND $3,928,572
ANNUITY COMPANY
SUN LIFE ASSURANCE COMPANY OF CANADA $2,357,143
$ 785,715
$ 785,714
$ 785,715
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) $ 785,714
PEBBLE CHART & CO. (as nominee for Great $3,928,571
Southern Life Insurance Company)
HARE & CO. (as nominee for The Union Central Life $3,535,714
Insurance Company)
PAN-AMERICAN LIFE INSURANCE COMPANY $3,535,714
HARE & CO (as nominee for Standard Insurance $1,964,285
Company)
WOODMEN ACCIDENT AND LIFE COMPANY $1,964,285
SCHEDULE I
(to Third Amendment Agreement)
CLEVELAND-CLIFFS INC
Senior Note
Due December 15, 2004
No.
_________, 20__
$
CLEVELAND-CLIFFS INC, an Ohio corporation (the "Company"), for value
received, hereby promises to pay to
or registered assigns
on the fifteenth day of December, 2004
the principal amount of
DOLLARS ($____________)
and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at the
rate of (i) 7.00% per annum from the date hereof until December 14, 2003, and
(ii) 9.50% per annum from December 15, 2003 until December 14, 2004 and (iii)
10.50% per annum from December 15, 2004 until maturity, payable semi-annually on
the fifteenth day of each June and December in each year (commencing on the
first of such dates after the date hereof) and at maturity. The Company agrees
to pay interest on overdue principal (including any overdue required or optional
prepayment of principal) Make-Whole Amount, if any, and (to the extent legally
enforceable) on any overdue installment of interest, at the rate of (i) 9.00%
per annum after the due date during the period from the date hereof until
December 14, 2003 and (ii) 11.50% per annum after the due date during the period
from December 15, 2003 until December 14, 2004 and (iii) 12.50% per annum after
the due date during the period from December 15, 2004 until maturity, whether by
acceleration or otherwise, until paid. Both the principal hereof and interest
hereon are payable at the principal office of the Company in Cleveland, Ohio in
coin or currency of the United States of America which at the time of payment
shall be legal tender for the payment of public and private debts.
This Note is one of the Senior Notes due December 15, 2004 (the
"Notes") of the Company in the original aggregate principal amount of
$70,000,000 issued or to be issued under and pursuant to the terms and
provisions of the separate Note Agreements, each dated as of December 15, 1995
(as amended by the First Amendment Agreement dated as of December 15, 2002, the
Second Amendment Agreement dated as of March 14, 2003, and the Third
EXHIBIT A
(to Third Amendment Agreement)
Amendment dated as of June 30, 2003, the "Note Agreements"), entered into by the
Company with the original Purchasers therein referred to and this Note and the
holder hereof are entitled equally and ratably with the holders of all other
Notes outstanding under the Note Agreements to all the benefits provided for
thereby or referred to therein including, without limitation, the benefits and
security of all other Financing Agreements (as defined in the Note Agreements).
Reference is hereby made to the Financing Agreements for a statement of such
rights and benefits.
This Note and the other Notes outstanding under the Note Agreements may
be declared due prior to their expressed maturity dates and certain prepayments
are required to be made thereon, all in the events, on the terms and in the
manner and amounts as provided in the Note Agreements.
The Notes are not subject to prepayment or redemption at the option of
the Company prior to their expressed maturity dates except on the terms and
conditions and in the amounts and with the Make-Whole Amount, if any, set forth
in the Note Agreements.
This Note is registered on the books of the Company and is transferable
only by surrender thereof at the principal office of the Company duly endorsed
or accompanied by a written instrument of transfer duly executed by the
registered holder of this Note or its attorney duly authorized in writing.
Payment of or on account of principal, Make-Whole Amount, if any, and interest
on this Note shall be made only to or upon the order in writing of the
registered holder.
CLEVELAND-CLIFFS INC
By
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Its